Common use of Exceptions to Confidential Information Clause in Contracts

Exceptions to Confidential Information. Confidential Information will not include any information, which the receiving party can prove by competent written evidence: (A) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (B) is known by the receiving party prior to receiving such information, as evidenced by its records; (C) is hereafter furnished to the receiving party without restriction as to disclosure or use by a third party lawfully entitled to furnish such information; (D) is independently developed by the employees, agents or contractors of the receiving party without the aid, application or use of the disclosing party’s Confidential Information; or (E) is the subject of a written permission to disclose provided by the disclosing party. A party may also disclose the other party’s Confidential Information of where required to do so by law, legal process, securities related regulations or by stock exchange rules; provided, however, that, in such event, the party required to disclose such information must give advance written notice of such disclosure to the other party to the extent reasonably possible and must cooperate with the other party’s efforts to seek, at the request and expense of the other party, all confidential treatment and protection for such disclosure as is permitted by applicable laws, regulations and rules; provided further that the relevant party may disclose the other party’s Confidential Information only to those persons to whom disclosure is so required. Anything in this Section 10.4 to the contrary notwithstanding, the exceptions provided in (B) and (D) above shall not apply to information developed by Firmenich independently and/or jointly with Senomyx that constitutes a Senomyx Improvement or information developed by Senomyx independently and/or jointly with Firmenich that constitutes a Firmenich Improvement.

Exceptions to Confidential Information. Confidential Information will not include any information, which the receiving party can prove by competent written evidence: (A) : is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (B) ; is known by the receiving party prior to at the time of receiving such information, as evidenced by its records; (C) ; is hereafter furnished to the receiving party without restriction as to disclosure or use by a third party Third Party lawfully entitled to furnish such information; (D) ; is independently developed by the employees, agents or contractors of the receiving party without the aid, application or use of the disclosing party’s 's Confidential Information; or (E) is the subject of a written permission to disclose provided by the disclosing party; or is provided by the disclosing party to a Third Party without restriction as to confidentiality. A Either party may also disclose the other party’s Confidential Information of the other party where required to do so by law, law or legal process; PROVIDED, securities related regulations or by stock exchange rules; provided, howeverHOWEVER, that, in such event, the party required to disclose such information must will give advance written notice of such disclosure to the other party to the extent reasonably possible and must will cooperate with the other party’s 's efforts to seek, at 10 the request and expense of the other party, all confidential treatment and protection for such disclosure as is permitted by applicable laws, regulations and rules; provided further law. The parties agree that the relevant material financial terms of this Agreement will be considered Confidential Information of both parties. Notwithstanding the foregoing, either party may disclose such terms in legal proceedings or as are required to be disclosed in its financial statements, by law, or under an obligation of confidentiality to bona fide potential sublicensees. Either party will have the further right to disclose the material financial terms of this Agreement under an obligation of confidentiality to any potential acquirer, merger partner, bank, venture capital firm, or other party’s Confidential Information only financial institution to those persons to whom disclosure is so required. Anything in this Section 10.4 to the contrary notwithstanding, the exceptions provided in (B) and (D) above shall not apply to information developed by Firmenich independently and/or jointly with Senomyx that constitutes a Senomyx Improvement or information developed by Senomyx independently and/or jointly with Firmenich that constitutes a Firmenich Improvementobtain financing.

Exceptions to Confidential Information. Confidential Information will not include any information, which the receiving party can prove by competent written evidence: (A) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (B) is known by the receiving party prior to receiving such information, as evidenced by its records; (C) is hereafter furnished to the receiving party without restriction as to disclosure or use by a third party lawfully entitled to furnish such information; (D) is independently developed by the employees, agents or contractors of the receiving party without the aid, application or use of the disclosing party’s Confidential Information; or (E) is the subject of a written permission to disclose provided by the disclosing party. A party may also disclose the other party’s Confidential Information of where required to do so by law, legal process, securities related regulations or by stock exchange rules; provided, however, that, in such event, the party required to disclose such information must give advance written notice of such disclosure to the other party to the extent reasonably possible and must cooperate with the other party’s efforts to seek, at the request and expense of the other party, all confidential treatment and protection for such disclosure as is permitted by applicable laws, regulations and rules; provided further that the relevant party may disclose the other party’s Confidential Information only to those persons to whom disclosure is so required. Senomyx shall […***…] in reference to this Agreement, […***…], or Firmenich’s […***…] in reference to this Agreement, […***…] of Firmenich, […***…] otherwise made public. The foregoing shall not apply to […***…] provided that (i) any […***…]shall be consistent with […***…] that were previously approved in advance […***…] publicly filed reports with the Securities and Exchange Commission, AND (ii) provided further that […***…] in advance of each […***…]. In the event that […***…] in which Senomyx […***…] in the context of this Agreement, […***…], or Firmenich’s […***…], other than as set forth in the immediately preceding sentence, then […***…] Senomyx shall […***…], which approval shall not be unreasonably withheld and be promptly made within […***…] thereafter. Disclosure of […***…] in any case under any of the circumstances set forth above, shall be consistent with publicly available information. Anything in this Section 10.4 to the contrary notwithstanding, the exceptions provided in (B) and (D) above shall not apply to information developed by Firmenich independently and/or jointly with Senomyx that constitutes a Senomyx Improvement or information developed by Senomyx independently and/or jointly with Firmenich that constitutes a Firmenich Improvement.

Exceptions to Confidential Information. Confidential Information will not include any information, information which the receiving party can prove by competent written evidence: (A) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (B) is known by the receiving party prior to receiving such information, as evidenced by its records; (C) is hereafter furnished to the receiving party without restriction as to disclosure or use by a third party lawfully entitled to furnish such information; (D) is independently developed by the employees, agents or contractors of the receiving party without the aid, application or use of the disclosing party’s Confidential Information; or (E) is the subject of a written permission to disclose provided by the disclosing party. A party may also disclose the other party’s Confidential Information of where required to do so by law, legal process, securities related regulations or by stock exchange rules; provided, however, that, in such event, the party required to disclose such information must give advance written notice of such disclosure to the other party to the extent reasonably possible and must cooperate with the other party’s efforts to seekseek at its expense, at the request and expense of the other party, all confidential treatment and protection for such disclosure as is permitted by applicable laws, regulations and rules; provided further that the relevant party may disclose the other party’s Confidential Information only to those persons to whom disclosure is so required. Anything in this Section 10.4 to the contrary notwithstanding, the exceptions provided in (B) and (D) above shall not apply to information developed by Firmenich Ajinomoto independently and/or jointly with Senomyx that constitutes a Senomyx an Ajinomoto Improvement or information developed by Senomyx independently and/or jointly with Firmenich Ajinomoto that constitutes a Firmenich Senomyx Improvement.

Exceptions to Confidential Information. Confidential Information will not include any information, information which the receiving party can prove by competent written evidence: (A) 9.4.1 is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (B) 9.4.2 is known by the receiving party prior to receiving such information, as evidenced by its records; (C) 9.4.3 is hereafter furnished to the receiving party without restriction as to disclosure or use by a third party lawfully entitled to furnish such information; (D) 9.4.4 is independently developed by the employees, agents or contractors of the receiving party without the aid, application or use of the disclosing party’s Confidential Information; or (E) 9.4.5 is the subject of a written permission to disclose provided by the disclosing party. A party may also disclose the other party’s Confidential Information of where required to do so by law, legal process, securities related regulations or by stock exchange rules; provided, however, that, in such event, the party required to disclose such information must give advance written notice of such disclosure to the other party to the extent reasonably possible and must cooperate with the other party’s efforts to seekseek at its expense, at the request and expense of the other party, all confidential treatment and protection for such disclosure as is permitted by applicable laws, regulations and rules; provided further that the relevant party may disclose the other party’s Confidential Information only to those persons to whom disclosure is so required. Anything in this Section 10.4 9.4 to the contrary notwithstanding, the exceptions provided in (B) Sections 9.4.2 and (D) 9.4.4 above shall not apply to information developed by Firmenich Ajinomoto, independently and/or jointly with Senomyx Senomyx, that constitutes a Senomyx an Ajinomoto Improvement or information developed by Senomyx Senomyx, independently and/or jointly with Firmenich Ajinomoto, that constitutes a Firmenich Senomyx Improvement.

Exceptions to Confidential Information. Confidential Information will not include any information, which the receiving party can prove by competent written evidence: (A) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (B) is known by the receiving party prior to receiving such information, as evidenced by its records; (C) is hereafter furnished to the receiving party without restriction as to disclosure or use by a third party lawfully entitled to furnish such information; (D) is independently developed by the employees, agents or contractors of the receiving party without the aid, application or use of the disclosing party’s Confidential Information; or (E) is the subject of a written permission to disclose provided by the disclosing party. A party may also disclose the other party’s Confidential Information of where required to do so by law, legal process, securities related regulations or by stock exchange rules; provided, however, that, in such event, the party required to disclose such information must give advance written notice of such disclosure to the other party to the extent reasonably possible and must cooperate with the other party’s efforts to seek, at the request and expense of the other party, all confidential treatment and protection for such disclosure as is permitted by applicable laws, regulations and rules; provided further that the relevant party may disclose the other party’s Confidential Information only to those persons to whom disclosure is so required. Senomyx shall […***…] in reference to this Agreement, […***…], or Firmenich’s […***…] in reference to this Agreement, […***…] of Firmenich, […***…] otherwise made public. The foregoing shall not apply to […***…] provided that (i) any […***…]shall be consistent with […***…] that were previously approved in advance […***…] publicly filed reports with the Securities and Exchange ***Confidential Treatment Requested Commission, AND (ii) provided further that […***…] in advance of each […***…]. In the event that […***…] in which Senomyx […***…] in the context of this Agreement, […***…], or Firmenich’s […***…], other than as set forth in the immediately preceding sentence, then […***…] Senomyx shall […***…], which approval shall not be unreasonably withheld and be promptly made within […***…] thereafter. Disclosure of […***…] in any case under any of the circumstances set forth above, shall be consistent with publicly available information. Anything in this Section 10.4 to the contrary notwithstanding, the exceptions provided in (B) and (D) above shall not apply to information developed by Firmenich independently and/or jointly with Senomyx that constitutes a Senomyx Improvement or information developed by Senomyx independently and/or jointly with Firmenich that constitutes a Firmenich Improvement.

Exceptions to Confidential Information. The above provisions of confidentiality shall not apply to that part of the disclosing Party’s Confidential Information will not include any information, which that the receiving party can prove Party is able to demonstrate by competent written documentary evidence: (Aa) is now, or hereafter becomes, through no act or failure was in the receiving Party’s possession prior to act on receipt from the disclosing Party; (b) was in the public domain at the time of receipt from the disclosing Party; (c) subsequently becomes a part of the public domain through no fault of the receiving party, generally known Party or availableits Agents; (Bd) is known lawfully received by the receiving party prior to receiving such information, as evidenced by its records; (C) is hereafter furnished to the receiving party without restriction as to disclosure or use by Party from a third party lawfully entitled to furnish who is not and was not prohibited from disclosing such information;Confidential Information; and/or (De) is independently developed by the employees, agents or contractors of for the receiving party Party without the aid, application reference to or use of the disclosing partyParty’s Confidential Information; or (E) . Notwithstanding the fact that individual components of information are in the public domain, but a particular compilation or integration of such components is not in the subject of a written permission to disclose provided by the disclosing party. A party may also disclose the other party’s Confidential Information of where required to do so by law, legal process, securities related regulations or by stock exchange rules; provided, however, that, in such eventpublic domain, the party required fact that such individual components are in the public domain does not relieve the receiving Party of its obligations of confidentiality under this Section 7 with regard to disclose such information must give advance written notice the compilation or integration of such components. The above provisions of confidentiality (including the obligations of non-disclosure to the other party to the extent reasonably possible and must cooperate with the other party’s efforts to seek, at the request and expense of the other party, all confidential treatment and protection for such disclosure as is permitted by applicable laws, regulations and rules; provided further that the relevant party may disclose the other party’s Confidential Information only to those persons to whom disclosure is so required. Anything in this Section 10.4 to the contrary notwithstanding, the exceptions provided in (Bnon-use) and (D) above shall not apply to information developed by Firmenich independently any Confidential Information solely to the extent that such Confidential Information is (a) disclosed to legal counsel solely for the purpose of seeking legal advice and provided it is not further used or disclosed; and/or jointly (b) disclosed or used to prove compliance with Senomyx this Agreement in a legal action between the Parties provided that constitutes a Senomyx Improvement adequate protections are sought to prevent further use or information developed by Senomyx independently and/or jointly with Firmenich that constitutes a Firmenich Improvement.disclosure. Master Services AgreementPage 6

Exceptions to Confidential Information. Confidential Information will not include any information, which the receiving party can prove by competent written evidence: (A) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (B) is known by the receiving party prior to receiving such information, as evidenced by its records; (C) is hereafter furnished to the receiving party without restriction as to disclosure or use by a third party lawfully entitled to furnish such information; (D) is independently developed by the employees, agents or contractors of the receiving party without the aid, application or use of the disclosing party’s Confidential Information; or (E) is the subject of a written permission to disclose provided by the disclosing party. A party may also disclose the other party’s Confidential Information of where required to do so by law, legal process, securities related regulations or by stock exchange rules; provided, however, that, in such event, the party required to disclose such information must give advance written notice of such disclosure to the other party to the extent reasonably possible and must cooperate with the other party’s efforts to seek, at the request and expense of the other party, all confidential treatment and protection for such disclosure as is permitted by applicable laws, regulations and rules; provided further that the relevant party may disclose the other party’s Confidential Information only to those persons to whom disclosure is so required. Anything in this Section 10.4 to the contrary notwithstanding, the exceptions provided in (B) and (D) above shall not apply to information developed by Firmenich Solae independently and/or jointly with Senomyx that constitutes a Senomyx Solae Improvement or information developed by Senomyx independently and/or jointly with Firmenich Solae that constitutes a Firmenich Senomyx Improvement...